CEG

MKT CAP $95.9BP/E 26.4DIV YIELD —FCF YIELD 0.32%REV TTM $31.3B +26.0%NET INCOME $3.5B +15.2%NET DEBT $6.7B52W 236.50 – 401.43SEC XBRL · TTM TO Invalid Date

How CEG rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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New in FY2025

We believe our cash flow from operating activities, access to credit markets and our credit facilities provide sufficient liquidity to support the estimated future cash requirements discussed below, including the cash consideration used to close on our acquisition of Calpine.
Security Ratings Our access to the capital markets, including the commercial paper market, and our financing costs in those markets, may depend on our security ratings.
A loss of investment grade credit rating would have required a three-notch downgrade by S&P or Moody's from their current levels as of December 31, 2025 of BBB+ and Baa1, to BB+ and Ba1 or below, respectively.
As of December 31, 2025, we had $7.4 billion of available capacity under our credit facilities and $3.6 billion of cash on hand.
Our credit ratings were affirmed by Moody’s and S&P in January 2026 following the completion of the acquisition of Calpine.
If we had lost our investment grade credit ratings as of December 31, 2025, we would have been required to provide incremental collateral estimated to be approximately $2.7 billion to meet collateral obligations for derivatives, non-derivatives, NPNS, and applicable payables and receivables, net of the contractual right of offset under master netting agreements.
Capital Expenditures Our most recent estimate of capital expenditures, inclusive of Calpine, is approximately $5.7 billion and $4.7 billion for 2026 and 2027, respectively.
Approximately 29% of projected capital expenditures is for the acquisition of nuclear fuel, which includes additional nuclear fuel to increase inventory levels in response to the potential for the continuing Russia and Ukraine conflict to impact our long-term nuclear fuel supply.
Additionally, the above estimates of capital expenditures include $3.9 billion of growth capital expenditures, including our planned restart of Crane, nuclear uprates, co-location infrastructure, and license renewals.
Planned additions, upgrades and other investments are subject to periodic review and revision to reflect changes in economic conditions impacting our generating assets and other factors, including, but not limited to, market power prices, results of capacity auctions, potential legislative and regulatory actions, impacts of inflation, changes in the cost of materials and labor, and financing costs.
The contributions in the table below reflect a funding strategy to make annual contributions to offset the growth of the liability.
For our funded OPEB plans, we consider several factors in determining the level of our contributions, including liabilities management and levels of benefit claims paid.
Expected contributions in 2026 or future years could be affected by adjustments in our pension and OPEB funding strategy, market conditions, or pension regulation changes.
Cash Requirements for Other Financial Commitments The following table summarizes our projected cash payments as of December 31, 2025 under existing financial commitments with fixed or minimum payments required: 2026 Beyond 2026 Total Time Period Long-term debt $ 92 $ 7,311 $ 7,403 2026 - 2054 Interest payments on long-term debt (a) 415 5,377 5,792 2026 - 2054 Operating leases (b) 56 353 409 2026 - 2056 Purchase power obligations (c) 772 1,199 1,971 2026 - 2043 Fuel purchase agreements (d) 1,742 9,087 10,829 2026 - 2040 Other purchase obligations (e) 1,873 2,825 4,698 2026 - 2057 SNF obligation — 1,426 1,426 2026 - 2040 Pension contributions (f) 162 650 812 2026 - 2031 Cash consideration for the acquisition of Calpine (g) 4,500 — 4,500 2026 Total cash requirements $ 9,612 $ 28,228 $ 37,840 __________ (a) Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2025 and do not reflect anticipated future refinancing, early redemptions, or debt issuances.
Variable rate interest obligations are estimated based on rates as of December 31, 2025.
(b) Capacity payments associated with contracted generation lease agreements are net of sublease and capacity offsets of $48 million and $181 million for 2026 and beyond 2026, respectively and $229 million in total.
(c) Purchase power obligations primarily include REC purchases and capacity payments that are not unit contingent.
(e) Represents the future estimated value at December 31, 2025 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into with third parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table.
(g) In January 2026, we acquired all of the outstanding equity interest of Calpine in a cash and stock transaction.
The aggregate purchase price included approximately $4.5 billion in cash.
See Note 2 — Mergers, Acquisitions, and Dispositions of the Combined Notes to the Combined Consolidated for additional information.
See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on our other commitments potentially triggered by future events.
Item Location within Combined Notes to Consolidated Financial Statements Long-term debt Note 16 — Debt and Credit Agreements Interest payments on long-term debt Note 16 — Debt and Credit Agreements Operating leases Note 11 — Leases SNF obligation Note 18 — Commitments and Contingencies Pension contributions Note 14 — Retirement Benefits Accounts Receivable Facility We have an accounts receivable financing facility that provides us access to revolving loans from a number of financial institutions secured by certain customer accounts receivables.
See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.
During 2025, we increased the capacity of our RCF from $4.5 billion to $7.0 billion, of which the incremental $2.5 billion became available upon closing of the Calpine acquisition in January 2026.
Capital Structure At December 31, 2025, our capital structure consisted of the following: Percentage of Capital Structure Commercial paper and notes payable 7 % Long-term debt 31 % Member’s equity 62 % NRC Minimum Funding Requirements NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that sufficient funds will be available in certain minimum amounts for radiological decommissioning of the facility.
As of December 31, 2025, the Crane NDT is fully funded under the SAFSTOR scenario that was the planned decommissioning option, as described in the Crane PSDAR filed with the NRC in April 2019.
Additionally, as of December 31, 2025, we have adequate NDT funds for the remaining radiological decommissioning cost at Zion Station related to the Independent Spent Fuel Storage Installation.
To reduce commodity price risk caused by market fluctuations, we enter into non-derivative contracts as well as derivative contracts, including swaps, futures, forwards, and options, with approved counterparties to hedge anticipated exposures in locations and periods where our load serving activities do not naturally offset existing generation portfolio risk.
We expect the settlement of the majority of our economic hedges will occur during 2026 through 2028.
Beginning in 2024, our existing nuclear fleet is eligible for a nuclear PTC, an important tool in managing commodity price risk for each nuclear unit not already receiving state support.
The nuclear PTC provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted for inflation annually through the duration of the program based on the GDP price deflator for the preceding calendar year.
See Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information.
The forecasted market price risk exposure as of December 31, 2025 for our portfolio associated with a hypothetical $5/MWh reduction in the annual average around-the-clock energy price results in an impact to earnings that is not material for 2026 and 2027.
Approximately 35% of our uranium concentrate requirements from 2026 through 2030 are supplied by three suppliers.
Non-performance by these counterparties could have a material adverse impact on our results of operation or financial condition.
Commodity Derivative Activity The following table provides detail on changes in our commodity derivative contract net assets (liabilities) balance sheet position from January 1, 2024 to December 31, 2025.
This table incorporates the unrealized gains and losses that are immediately recorded in earnings.
See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on the balance sheet classification of the commodity derivative contract net assets (liabilities) recorded as of December 31, 2025 and 2024. 2025 2024 Beginning balance as of January 1 (a) $ 317 $ 1,108 Total change in fair value of contracts recorded in results of operations (725) (654) Reclassification to realized at settlement of contracts recorded in results of operations 104 1,934 Changes in allocated collateral 764 (1,813) Net option premium paid (received) (38) (216) Option premium amortization 103 (32) Upfront payments and amortizations (b) (23) (10) Foreign currency translation 2 — Ending balance as of December 31 (a) $ 504 $ 317 __________ (a) Amounts are shown net of collateral paid to and received from counterparties.
Fair Values The following table presents maturity and source of fair value for commodity derivative contract net assets (liabilities).

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Gone since FY2024

We believe our cash flow from operating activities, access to credit markets and our credit facilities provide sufficient liquidity to support the estimated future cash requirements discussed below, including the cash consideration necessary to close on our proposed acquisition of Calpine.
Security Ratings Our access to the capital markets, including the commercial paper market, and our financing costs in those markets, may depend on our securities ratings.
A loss of investment grade credit rating would have required a three-notch downgrade by S&P or Moody's from their current levels as of December 31, 2024 of BBB+ and Baa1, to BB+ and Ba1 or below, respectively.
As of December 31, 2024, we had $6.7 billion of available capacity under our credit facilities and $3 billion of cash on hand.
Our credit ratings were affirmed following the announcement of our proposed acquisition of Calpine.
If we had lost our investment grade credit ratings as of December 31, 2024, we would have been required to provide incremental collateral estimated to be approximately $1.9 billion to meet collateral obligations for derivatives, non-derivatives, NPNS, and applicable payables and receivables, net of the contractual right of offset under master netting agreements.
Capital Expenditures Our most recent estimate of capital expenditures is approximately $3 billion and $3.5 billion for 2025 and 2026, respectively.
Approximately 35% of projected capital expenditures are for the acquisition of nuclear fuel, which includes additional nuclear fuel to increase inventory levels in response to the potential for the continuing Russia and Ukraine conflict to impact our long-term nuclear fuel supply.
Additionally, the above estimates of capital expenditures includes $1.7 billion of growth capital expenditures, including our planned restart of Crane, nuclear uprates, behind-the-meter infrastructure, and license renewals.
Planned additions and upgrades and other investments are subject to periodic review and revision to reflect changes in economic conditions impacting our generating assets and other factors, including, but not limited to, market power prices, results of capacity auctions, potential legislative and regulatory actions, impacts of inflation, changes in the cost of materials and labor, and financing costs.
The contributions in the table below reflect a funding strategy to make levelized annual contributions to offset the growth of the liability.
Expected contributions in 2025 or future years could be affected by adjustments in our pension and OPEB funding strategy, market conditions, or pension regulation changes.
Cash Requirements for Other Financial Commitments The following table summarizes our projected cash payments as of December 31, 2024 under existing financial commitments with fixed or minimum payments required: 2025 Beyond 2025 Total Time Period Long-term debt $ 1,028 $ 7,446 $ 8,474 2025 - 2054 Interest payments on long-term debt (a) 438 5,805 6,243 2025 - 2054 Operating leases (b) 58 409 467 2025 - 2056 Purchase power obligations (c) 891 1,056 1,947 2025 - 2036 Fuel purchase agreements (d) 1,381 8,630 10,011 2025 - 2040 Other purchase obligations (e) 1,400 1,992 3,392 2025 - 2057 SNF obligation — 1,366 1,366 2025 - 2040 Pension contributions (f) 163 701 864 2025 - 2030 Total cash requirements $ 5,359 $ 27,405 $ 32,764 __________ (a) Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2024 and do not reflect anticipated future refinancing, early redemptions, or debt issuances.
Variable rate interest obligations are estimated based on rates as of December 31, 2024.
(b) Capacity payments associated with contracted generation lease agreements are net of sublease and capacity offsets of $47 million and $230 million for 2025 and beyond 2025, respectively and $277 million in total.
(c) Purchase power obligations primarily include expected payments for REC purchases and capacity payments associated with contracted generation agreements, which may be reduced based on plant availability.
Expected payments exclude payments on renewable generation contracts that are contingent in nature.
(e) Represents the future estimated value at December 31, 2024 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into with third parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table.
See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information of our other commitments potentially triggered by future events.
Item Location within Combined Notes to Consolidated Financial Statements Long-term debt Note 16 — Debt and Credit Agreements Interest payments on long-term debt Note 16 — Debt and Credit Agreements Operating leases Note 11 — Leases SNF obligation Note 18 — Commitments and Contingencies Pension contributions Note 14 — Retirement Benefits Sales of Customer Accounts Receivable We had an accounts receivable financing facility with a number of financial institutions and a commercial paper conduit to sell certain receivables.
The facility was amended effective December 31, 2024 resulting in an increased funding limit secured by certain receivables.
See Note 7 — Accounts Receivable and Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.
Capital Structure At December 31, 2024, our capital structure consisted of the following: Percentage of Capital Structure Long-term debt 38 % Member’s equity 62 % NRC Minimum Funding Requirements NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that sufficient funds will be available in certain minimum amounts for radiological decommissioning of the facility.
As of December 31, 2024, the Crane NDT is fully funded under the SAFSTOR scenario that was the planned decommissioning option, as described in the Crane PSDAR filed with the NRC in April 2019.
Additionally, as of December 31, 2024, we have adequate NDT funds for the remaining radiological decommissioning cost at Zion Station related to the Independent Spent Fuel Storage Installation.
To reduce commodity price risk caused by market fluctuations, we enter non-derivative contracts as well as derivative contracts, including swaps, futures, forwards, and options, with approved counterparties to hedge anticipated exposures.
We use derivative instruments as economic hedges to mitigate exposure to fluctuations in commodity prices.
We expect the settlement of the majority of our economic hedges will occur during 2025 through 2027.
Beginning in 2024, our existing nuclear fleet is eligible for the nuclear PTC provided by the IRA, an important tool in managing commodity price risk for each nuclear unit not already receiving state support.
The nuclear PTC provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted for inflation after 2024 through the duration of the program based on the GDP price deflator for the preceding calendar year.
See Note 6 — Government Assistance of the Combined Notes to Consolidated Financial Statements for additional information on the nuclear PTC.
In locations and periods where our load serving activities do not naturally offset existing generation portfolio risk, remaining commodity price exposure is managed through portfolio hedging activities.
During this prompt three-year period, we seek to mitigate price risk associated with our load serving contracts, non-nuclear generation, and any residual price risk for our nuclear generation that the nuclear PTC and state programs may not fully mitigate.
The forecasted market price risk exposure for our entire economic hedge portfolio associated with a $5/MWh reduction in the annual average around-the-clock energy price based on December 31, 2024 market conditions and hedged position results in an immaterial impact to earnings for 2025 and 2026, respectively, largely due to the nuclear PTC.
Approximately 45% of our uranium concentrate requirements from 2025 through 2029 are supplied by three suppliers.
Non-performance by these counterparties could have a material adverse impact on our consolidated financial statements.
Trading and Non-Trading Marketing Activities The following table provides detail on changes in our commodity mark-to-market net assets (liabilities) balance sheet position from December 31, 2022 to December 31, 2024.
This table incorporates the mark-to-market activities that are immediately recorded in earnings.
This table excludes all NPNS contracts and does not segregate proprietary trading activity.
See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on the balance sheet classification of the mark-to-market commodity contract net assets (liabilities) recorded as of December 31, 2024 and 2023. 2024 2023 Beginning balance as of January 1 (a) $ 1,108 $ 1,046 Total change in fair value of contracts recorded in results of operations (654) (2,530) Reclassification to realized at settlement of contracts recorded in results of operations 1,934 1,561 Changes in allocated collateral (1,813) 1,502 Net option premium paid (received) (216) (26) Option premium amortization (32) (183) Upfront payments and amortizations (b) (10) (249) Foreign currency translation — (13) Ending balance as of December 31 (a) $ 317 $ 1,108 __________ (a) Amounts are shown net of collateral paid to and received from counterparties.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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